By Laws

Western Winter Sports
Representatives Association INC.
A Non-Profit Organization
AMMENDMENTS PASSED May 2011
 
ARTICLE I. OFFICE
 
The principal office of the Corporation shall be 726 Tenacity Dr, Unit B, Longmont, CO, 80504 or such other place or places as the Board of Directors may from time to time select.
 
ARTICLE II. ACTIVITIES
 
The officers and directors are authorized to carry out the following activities together with such other activities as the members of the Board of Directors shall from time to time authorize.
 
  1. To further the purposes set forth in the Articles of Incorporation within the states of Washington, Oregon, California, Idaho, Nevada, Arizona, Montana, Utah, Wyoming, Colorado, New Mexico, Texas, Alaska, North and South Dakota, Kansas, Nebraska, Oklahoma, and Hawaii, herein after referred to as the “Western States”.
  2. To plan, establish and operate “Western Winter Sports Trade Events” as wholesale shows for the trade only, at various places within the Western States. The Board of Directors is specifically authorized as it shall find necessary to adopt and amend, from time to time, the rules and regulations governing exhibitors and all other participants in said Trade Events.
  3. To promote by all lawful means the highest standard of business ethics for members of the Association.
  4. The Board of Directors is also authorized to plan, establish and sponsor such other activities as the Board determines will further the purpose of the Association. 
 
ARTICLE III. MEMBERSHIP
 
  1. There shall be two classes of membership: Active Member and Inactive Member.
  2. Active membership: To be eligible for active membership and participation the applicant shall reside in the Western States, sell winter sports equipment and/or clothing/equipment/accessories for outdoor active lifestyles at the wholesale level; and regularly travel a specified territory in the Western United States in a selling capacity. Active membership dues will be determined and assessed by the Board of Directors.  Active members shall have the right to vote in the organization and be an exhibitor at WWSRA shows.
  3. Inactive membership: An inactive member meets the general qualifications for membership but pays only 50% of the membership dues and retains the membership number.  An inactive member may not be an exhibitor in the WWSRA shows and has no voting rights. Inactive members may still receive WWSRA newsletters and other Notices.
  4. Membership to WWSRA is not transferable and belongs to the individual. The individual is solely responsible for maintaining of membership; payment of dues, notification of cancellation and updating of contact information and lines represented to WWSRA staff. Members may not transfer or offer the transference of membership to another individual for any reason. 
  5. Members who do not pay either Active or Inactive member dues will be dropped from the membership and their membership status will be considered to have lapsed. If a former/lapsed member wishes to rejoin WWSRA within two years of dropping his/her membership, either Active or Inactive status can be reinstated by paying any dues or fees that are in arrears in addition to current membership dues.
  6. If membership has lapsed for more than two years, the former member must reapply for membership in the organization.
  7. Members may also be dropped from Membership status if, in the sole discretion of the Board, the Board determines that the Member fails to meet membership criteria. The Board may choose to waive the membership criteria (except payment of dues) for existing members who provide benefit to the organization.
  8. The Board reserves the right to drop the membership of any member whose actions are, in the opinion of the Board, deemed unprofessional or detrimental to the organization.
  9. If membership is dropped by the Board for reasons outlined in paragraphs 6 or 7, the former member must reapply for membership.  The reapplication will be considered at the Board’s discretion and may be rejected for the same reasons that the membership was originally dropped or for any other valid reason.
  10. Decisions regarding membership are within the sole discretion of the Board of Directors. Such decisions will be communicated in writing to the applicant/member whose membership is at issue.
 
ARTICLE IV. MEETINGS OF MEMBERSHIP
 
  1. The states listed in Article II (1) shall be divided into five regions consisting of the Northwest, Northern California, Southern California, Rocky Mountain, and Intermountain Regions. Each region will hold regional shows. The regular annual meeting of the members shall be held during regional shows, or at such other time and such other place as may be directed by the Board of Directors. Members will be expected to attend the meeting held in conjunction with the show in their region.
  2. At least ten (10) days before the holding of each Regional Annual meeting, notice thereof shall be given to all members in the records of the Corporation. Notice of such meetings may be communicated to the members by electronic means (facsimile or email) intended to give notice no later than ten (10) days prior to the meeting. Said notice shall specify place, date and hour of meeting and shall state the general nature of the business to be transacted at said meeting so far as the same may be known to the Board of Directors, but this shall not limit the business which may be transacted at the meeting.
  3. The Regional Annual Meetings will hold elections to fill any vacancies on the Board of Directors as described in Article V. In addition to holding an election to fill any vacancies on the Board of Directors for that region, said Regional Annual Meetings shall also transact such other business as may properly come before it.
  4. Only Active members shall be eligible to vote at Regional Annual Meetings. A majority of members in a particular region shall constitute a quorum for that region. Votes may be cast by written proxies and said proxies shall be counted for the purpose of determining a quorum, except that members may not vote for Board of Director positions by proxy. Once a quorum is established, a majority of those votes actually submitted will determine the result.
  5. Special meetings of the members may be called at any time by the presiding Officer of the Board of Directors, or by a majority of the Board of Directors, or not less than one-third (1/3) of the Active members of the Corporation. Upon the direction of any of the fore-going, the Secretary shall give notice in the same manner as for Annual meetings of the members.
  6. Quorum. The presence, in person or by proxy, of a majority of the Active members in the applicable region, shall constitute a quorum for the transaction of any business at the Regional Annual Meeting, except that members may not vote for the Board of Directors by proxy. Any lesser number of Active members may adjourn from time to time, but in the event any meeting is adjourned for more than thirty (30) days, notice of the adjourned meeting shall be given as in the case of an original meeting. Consent in writing to the action of any meeting shall have the same effect for all purposes as if the member had been present and voting.
  7. All Subsequent season show dates will be voted on by the membership in attendance at regional meeting for that show.  A system will be put in place to ensure a fair and accurate vote tallying, i.e. show of hands with a record of each individual vote or a ballot process.
  8. For shows that do not have a regional meeting, i.e. on-snow demo’s or regional show that do not have a staff member or Board Member present to run them, all votes will be done via proxy/email vote to ensure fairness and accurate dissemination of options.
 
Article V.  Election of Board of Directors
 
  1. Each Region will elect two Board members to the Board of Directors with the exception of the Intermountain Region which will elect one Board member. The two year terms for the Board Members for each region will be staggered so that the terms will expire on alternate years.
  2. Please see BOD Election Process Admendment located in Section IX.
  3. Each candidate must be an active member in good standing and each potential candidate must be willing to serve on the Board of Directors. The candidate must also reside in the region that candidate would represent.
  4. Unless the requirement shall be dispensed with by unanimous consent, all elections for Directors will be by vote from the floor of those acting voting members in attendance, either by voice or show of hands or both. There shall be no right to cumulate votes or utilize proxy votes for individual candidates. The candidate who receives the most votes will be the winner. In the event of a tie, run-off elections will be held by secret ballot.
  5. All BOD membership votes will now be conducted via proxy/email vote.  This is due to the fragmentation of the membership between pre and post shows.
 
ARTICLE VI. BOARD OF DIRECTORS
 
  1. All of the Corporate power shall be exercised by the Board of Directors. Unless otherwise provided by law, the Articles of Incorporation or By-Laws, the Board of Directors shall have most complete power of the Board of Directors of a non-profit Corporation and none of the specific powers herein set forth shall be deemed to limit such board and general power.
  2. The Board of Directors shall consist of nine (9) Active members, and five (5) members shall constitute a quorum of the transaction of business. Two members shall represent the Southern California region, two shall represent the Northern California, two shall represent the Pacific Northwest, two shall represent the Rocky Mountain region, and one shall represent the Intermountain area. All directors must reside in the region or are they are elected to represent.
  3. The Board of Directors will elect officers of the Board annually, consisting of President, Vice President, Secretary and Treasurer. All officers of the Board must be active voting representatives of their respective Regions, except for the President who may be chosen from Board members whose term would otherwise expire. In such a position the President would remain on the Board, but not as an active voting member except in the tie breaking circumstance described in paragraph 7.
  4. Each two year term will commence on May 1st immediately after the election and will end on April 31st of the second year. Directors shall serve until their successors are elected and qualified; provided however, that any Director may be removed by a majority vote of the Active members in the applicable region at a meeting properly called in accordance with these BYLAWS. The Board of Directors shall have the power to fill any vacancy on the board by the selection of a Director to fill the unexpired term.
  5. Meetings. The Board of Director shall meet at least twice annually and at such other time as may be specified in notice given at least fifteen (15) days in advance by any of the following: the President of the Board, or one-third (1/3) of the Board. At least one such meeting shall be an organization meeting and shall be held without further notice, following and other meeting of the members at which Directors have been elected. Meetings may be held electronically, including phone conferences or any other such means allowing for reasonable participation of the Board members.
  6. Powers. Without prejudice to or limitation upon any of the general powers of the Directors, the Directors shall have the following specific powers.
    1. To designate, select and remove at pleasure all other officers, agents and employees of the Corporation; prescribe such duties for them as may not be inconsistent with the law, the Articles and By-Laws; and fix the terms of the offices.
    2. To conduct, manage, and control the affairs and business of the Corporation and to make such rules, regulations and policies not inconsistent with law, the Articles and By-Laws as the Board may think proper.
    3. To establish an Executive Committee and such other committees as the Board may think proper, to define the functions of said committees and to delegate to any officers, agents, employees or committees, any part of the powers of the Board of Directors.
    4. To make arrangements for the Regional Annual Meetings of members and to appoint a Nominating committee to make nominations to fill vacant positions for the Board of Directors at or before said Annual Regional meetings begin each year.
    5. To call such special meetings of the members shall be deemed desirable.
    6. To fix and change, from time to time, the location of the Office of the Corporation.
    7. To adopt, make and use a corporate seal and to generally do and perform any act which may properly be done by a Board of Directors.
    8. To adopt and amend, from time to time, rules and regulations governing Trade Events and other activities of the Corporation and to provide penalties for violations of such rules and regulations. Said penalties shall include, but not be limited to, the power of the Board of Directors, to fine, suspend or expel any member for violation of such rules and regulations
  7. All decisions of the Board of Directors will by majority vote. Voting Board members may vote by proxy, either written or electronically. In the event that the President in not a voting member of the Board, the President may act as a tie-breaker.
  8. The President & Treasurer positions will be elected via proxy/email vote by June 30th each year.  This will give the pat/present President & Treasurer tim to make the necessary adjustments and go through the necessary training prior to the following show season.
 
ARTICLES VII. FINANCES
 
  1. WWSRA requires the payment of initiation fees for admission to membership and the payment of Annual dues to maintain such membership.
  2. The amounts of such dues and fees, as well as the dates and methods of payment, shall be fixed by the Board of Directors in accordance with the needs of the Association.
  3. The Board of Directors may levy uniform assessments on all members to meet any operating deficit of the Association.
  4. The Board or their designated agent or employee has the power to set the fees for the shows required each year.
  5. Members who have not paid their initiation fees, dues, show fees, fines and assessments to date, shall not be considered active members in good standing and shall not be entitled to exhibit at shows, vote at meetings or exercise any of the other rights of membership in the Association.
  6. The Board of Directors will be responsible to hold in reserve three years of operating expenses.
  7. A 70% BOD vote must be made to access reserves and/or principle assets, i.e. property. The BOD may always access interest on assets without a vote. 
 
 
ARTICLE VIII. WAIVERS, CONSENTS, APPROVALS
 
Any notice herein provided may be waived in writing by a member. Actual attendance at a meeting will be deemed a waiver of any required notice.
 
ARTICLES IX. AMENDMENTS TO THE BYLAWS
 
  1. These By Laws may be amended by the vote of majority of the Active members of the Corporation, provided that the subject of the proposed amendment has been included in the call to the meeting or otherwise submitted to the Active members a reasonable time before the vote thereon.
  2. Notice of proposed Amendments can be submitted by mail or by electronic means, including facsimile or email, or submitted in writing and personally delivered. Such notice of proposed amendments shall provide a minimum of then days (10) notice.
  3. So long as a majority of the active members have submitted a vote on the proposed amendment(s), then a majority of those votes actually submitted will determine the result. Said vote may be taken in person at the Regional Annual Meetings, or returned by mail or electronic means as described.
  4. BOD Election Process:
    1. Board Member Election Process: 

    2. All Board member terms run for 2 years, begining May 1 following an election and ending April 31.  See above for board member term ending dates. 
    3. December 1: Notification of intent to run must be made for the following board term cycle to the WWSRA President, Vice President & Association Director.  
    4. The member must provide a bio along with intent to run to Director at that time.
    5. The member will then have the opportunity to attend and speak with constituents at all shows, attend and speak to members at all membership meetings.
    6. The current board member being challenged will be notified and give opportunity to defend their position via bio, show & meeting attendance.
    7. December 15: WWSRA Director will email territory membership notifying them of election with member bios and voting deadlines
    8. Februrary 15: Official ballot emailed to territory membership
    9. March 15: Voting closes
    10. April 1: Board member vote announced
    11. If WWSRA is not notified by member wishing to run by December 1st, an election will NOT be held for that year and current BOD member will be automatically renewed for another 2 year term. 
 
Amended May 2017

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